DISSEMINATION IN THE UNITE D STATES NR 22-07 Viva Gold Announces Closing of Private Placement Offering
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITE D STATES
NR 22-07
Viva Gold Announces Closing of Private Placement Offering
VANCOUVER, BC – May 6, 2022 – Viva Gold Corp. ( TSX Venture: VAU; OTCBB: VAUCF ) (the “Company”
or “Viva”) is pleased to announce the closing of its previously announced non-brokered private placement
(the “Offering”) of 35,966,667 common shares of the Company (“Common Shares”) at a price of CDN$0.12
per share for gross proceeds of CDN$4,316,000. All securities issued and issuable in connection with the
Offering will be subject to a 4 -month plus one day hold period. The Offering has received final approval
from the TSX Venture.
The net proceeds of the Offering will be used principally towards advancing the Tonopah Gold Project to
pre-feasibility/feasibility study, including drilling, technical and environmental studies, and secondarily for
general working capital purposes.
The Company will pay aggregate finders fees of approximately $134,760 in connection with subscriptions
introduced to the offering by Dundee Goodman Merchant Partners.
Dundee Resources Limited (“Dundee”) participated in the Offering as the lead subscriber and subscribed
for 18,300,000 shares, which represents approximately 19.98% of the outstanding post-Offering Common
Shares. As a result, Dundee is an insider of the Company.
As a component of the Offering, 5,000,000 Common Shares were issued to RAB Capital Holdings Limited
(“RAB Capital”), a control person of Viva Gold, for total consideration of $600,000. This portion of the
Offering constituted a “related party transaction” under Multilateral Instru ment 61-101 – Protection of
Minority Security Holders in Special Transactions (“MI 61 -101”), which has been adopted by the TSX
Venture Exchange in its Policy 5.9. Such participation is exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair market value of the Units acquired by
the insiders, nor the consideration for the shares paid by such insiders, exceed 25% of the Company's market
capitalization. RAB Capital and affiliates beneficially own and control, directly and indirectly, 16,100,000
Common Shares and 8,600,000 share purchase warrants (representing approximately 17.6% of the
outstanding Common Shares on a non-diluted basis and approximately 24.6% on a partially-diluted basis).
About Viva Gold Corp:
Viva Gold Corp holds 100% of the Tonopah Gold Project, a large land position consisting of approximately
10,500 acres located on the world class Walker Lane Trend in western Nevada, 30 minutes’ drive south-
east of the Kinross Round Mountain mine and 20 minutes’ drive from the Town of Tonopah. The project
has a measured and indicated contained mineral gold resource of 394,000 ounces at a gold grade of 0.78
grams/tonne and 206,000 ounces of Inferred resource at 0.87 grams/tonne. Viva is advancing the project
towards feasibility and permitting.
Viva is committed to Environmental, Social and Responsible Governance (“ESG”) of its business and strives
to operate in a manner that supports envir onmental and social initiatives and responsible corporate
governance. Viva made significant progress in 2021 in working with its regulators to advance the
environmental and social baseline study efforts required to support future Mining Plan of Operations
review under the National Environmental Policy Act for the Project, and other Nevada State
environmental permitting requirements. These efforts demonstrate our focus and commitment to de-risk
and add value to the Tonopah project as detailed in our December 7, 2021 press release.
Viva Gold trades on the TSX Venture exchange “VAU”, on the OTCQB "VAUCF" and on the Frankfurt
exchange "7PB". On completion of the Offering, Viva has a tight capital structure with 91.6 million shares
outstanding and a strong manag ement team and board with both gold exploration and production
experience. Viva is building market awareness as the Company advances the Tonopah Gold Project. For
additional information on Viva Gold and the Tonopah Gold Project, please visit our website: Error!
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For further information please contact:
James Hesketh, President & CEO
(720) 291-1775
Valerie Kimball, Director Investor Relations
(720) 933-1150
Renmark Financial Communications Inc.
Steve Hosein
416-644-2020
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in t he United States. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act
and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information:
Certain information contained in this news release constitutes “forward -looking information” or “forward -looking
statements” (collectively, “forward - looking information”). Without limiting the foregoing, such forward -looking
information includes any statements regarding the Company’s business plans, expectations and objectives, including
the intended use of the Offering proceeds, and the future exploration plans and potential at the Tonopah Gold Project.
In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”,
“intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward -looking
information. Forward looking information should not be read as guarantees of fut ure performance or results, and
will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be
achieved. Forward -looking information is based on information available at the time and/or the Company
management’s good faith belief with respect to future events and is subject to known or unknown risks, uncertainties,
assumptions and other unpredictable factors, many of which are beyond the Company’s control, including the risks
that the Company will not be able otherwise to secure the financing necessary to fund its proposed exploration and
development of its Tonopah Gold Project; future exploration results will be unfavourable and will not justify further
exploration efforts; and unanticipated changes in t he legal, regulatory and permitting requirements for the
Company’s mineral exploration programs and development plans in the State of Nevada, may prevent the Company
from carrying out some or all of its business plans.
For additional information with respect to these and other factors and assumptions underlying the forward -looking
information made in this news release, see the Company’s most recent Annual Information Form dated March 1,
2022 and other documents filed by the Company with the Canadian securities commissions, including the discussion
of risk factors set out therein. Such documents are available at www.sedar.com under the Company’s profile and on
the Company’s website, https://vivagoldcorp.com/. The forward -looking information set forth herein reflects the
Company’s expectations as at the date of this news release and is subject to change after such date. The Company
disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new
information, future events or otherwise, other than as required by law.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this news
release.